Incorporating a bv with sound arrangements: when do you need a lawyer as well as a notary?

1. Clarify each person’s role first

List founders, intended shareholders and directors simply. These are different roles even when one person fulfils all of them. Note intended contributions of money, work, existing customers or other resources. Write out unclear expectations beforehand: is someone receiving shares for future work, and what arrangement accompanies that?

KVK explains that a bv is incorporated through a notary using an incorporation deed and articles. The bv has its own legal position. That form does not automatically settle the founders’ desired relationship. Use the first discussion for the real allocation and decision-making, not just identification and a company name.

2. Prepare choices on shares and control

Record your intended allocation and reasons. Ask whether profit and decision rights fit the cooperation. Ondernemersplein describes the possibility of different share rights. Have the notary explain the legal structure and documents needed. A percentage on scrap paper does not explain every accompanying right.

Consider a new investor, temporarily reduced work or a founder’s departure. You need not predict every future event, but specific discussion reveals different expectations. Where interests conflict, ask your own lawyer to assess your position. A joint discussion does not automatically replace advice on one founder’s individual risks against another.

3. Align management and working arrangements

Describe daily decisions and when consultation is needed. Who signs contracts, how are directors appointed and what happens in deadlock? Ask which arrangements belong in the articles and which need additional agreements. Also separate the director’s role from actual work, remuneration and availability.

Write out realistic decisions: a large loan, long lease or key customer introduced by one founder. Who decides and what information do others receive beforehand? These examples let an adviser check whether the intended structure works. Do not leave uncertainty unresolved because relations are good at the start.

4. Take care with acts before incorporation

KVK warns that agreements for a bv in formation can create personal liability. Tell your adviser which contracts already exist and which must be signed beforehand. Do not use the abbreviation bv i.o. instead of advice on who undertakes obligations at that time and their later treatment.

List rent, purchasing, staff, financing and other commitments with documents and correspondence. Ask explicitly how these should relate to the future bv. A company number received later does not settle earlier agreements’ legal position without assessment. Track expenses advanced and how parties intend to treat them too.

5. Check what does and does not move

For an existing business owner, incorporation is not the same as transferring all existing activities. Inventory agreements, equipment, intellectual property and disputes. The Belastingdienst treats legal-form changes as a separate issue. Have commercial and tax steps coordinated before assuming existing positions have changed.

For each item, identify current owner or contracting party and intended change, including website, software, business name and customer obligations. Ask who reviews transfer documents. Intending everything to belong to the bv is insufficient if documents show otherwise. Discuss correct information to customers and suppliers too.

6. Plan incorporation, registration and follow-up separately

KVK’s registration guidance says the notary normally also handles Handelsregister and UBO registration. Ask what the instruction includes and what information you must provide. Agree who checks recorded information against the choices made afterwards. Store final deed and confirmations where authorised people can access them.

Also arrange accounting, bank, insurance and tax support. Establish current amounts and personal tax consequences; an incorporation package does not automatically explain annual structure costs. Request an itemised quote and name the additional documents expected. This distinguishes mere incorporation from fully preparing the cooperation.

7. Fictional example: two founders with different contributions

Suppose two entrepreneurs each want half the shares. One contributes money; the other will do daily work for two years. They have not discussed what happens if the second leaves after three months or the first must provide extra finance. This fictional example recommends no particular allocation.

Useful preparation writes expectations and possible difficulties first. Advisers then discuss structure, additional agreements and individual interests. The deed can reflect the choices. Rapid incorporation of a standard bv alone does not answer unspoken departure and financing questions.

8. Checklist for the incorporation discussion

Give the notary intended roles and structure, and ask whether negotiations require a separate lawyer. Use a suitable adviser for tax choices. Agree who drafts which documents, the first review’s scope and when incorporation can responsibly proceed. A clear allocation prevents every adviser assuming another addressed difficult agreements.

• Intended shareholders, directors and contributions per founder.
• Desired rights allocation and arrangements for new finance or departure.
• Existing and proposed obligations.
• Existing activities and assets possibly transferred.
• Quotes and responsibilities for notary, independent lawyer and tax support.